The CRTC, Canada's media regulator, has approved a revised bid by Bell Media-parent BCE to acquire Astral Media for US$3.24 billion, after an earlier bid was rejected on competition grounds.

“The Commission, after considering the complete public record of this proceeding, determines that the present transaction, as modified in this decision, is in the public interest,” the CRTC said in its decision Thursday (June 27).

The regulatory decision means Astral Media will be broken up, with significant parts of the company acquired by Bell Media, while other assets are picked up by competitors, including Corus Entertainment.

BCE, during its second application to the CRTC, successfully met regulatory concerns over the size and reach of a Bell-Astral combo, especially in Quebec. After divestitures, BCE’s share of the French-language TV market will be 22.6%.

The first bid to acquire Astral Media was denied in October 2012, following CRTC concerns that a combined entity would put too much market power in BCE’s control. BCE eventually submitted a second proposal to acquire Astral Media that reduced its market footprint by selling off choice assets.

That included a significant benefits package with investment in indie production, and an earlier agreement to spin off properties like stakes in Teletoon and Cartoon Network to Corus Entertainment as part of a $494 million deal.

BCE will invest $246.9 million in tangible benefits over seven years, which is $72 million more than it had proposed. The phone giant also had to respond to industry criticism of the deal, especially from competitors in Quebec like Quebecor and Cogeco.

The regulator said in its decision that in regard to the English-language market, the combined BCE-Astral TV audience viewing share, excluding the proposed divested services, totaled 35.8% in 2012, which falls within the 35% to 45% threshold.

In regard to the French-language market, the combined BCE-Astral television audience viewing share would be 22.6%, which is well below the 35% threshold.

“Nevertheless, BCE/Astral would become one of the largest broadcasters, in terms of audience share, in both the English- and French-language markets,” the regulator said Thursday.